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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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         e. information regarding the Operating Entities that is contained in
filings by Buyer with the Securities and Exchange Commission regarding the
transaction contemplated by this Agreement.

SECTION 6.5       NOTIFICATION OF CERTAIN MATTERS.

         Buyer will promptly notify Seller in writing of any fact, event,
circumstance, action or omission of which Buyer obtains knowledge the existence
or occurrence of which would cause any of Sellers' representations or warranties
under this Agreement not to be true in any material respect. For purposes of
this Section 6.5, Buyer's knowledge means actual knowledge of any of David
McCall, David Barford, Kent Kalkwarf, Jerald Kent or Curtis Shaw.

SECTION 6.6       COMMERCIALLY REASONABLE EFFORTS.

         Without limiting any of the obligations of the parties hereunder, each
party shall use Commercially Reasonable Efforts to take all steps within its
power, and will cooperate with the other party, its respective counsel,
accountants, agents and other representatives in connection with any actions
required to be taken as part of their respective obligations hereunder and to
cause to be fulfilled those of the conditions to the other party's obligations
to consummate the transactions contemplated by this Agreement that are dependent
upon its actions, and to execute and deliver such instruments and take such
other commercially reasonable best actions as may be necessary to carry out the
intent of this Agreement and consummate the transactions contemplated hereby.

SECTION 6.7       CONSENTS.

         a. Sellers and Buyer will use Commercially Reasonable Efforts to
attempt to obtain as soon as practicable all Required Consents and any other
consents of which Sellers or Buyer become aware are required for the transfer of
the Asset Sellers Assets and Ownership Interests; and Buyer will cause its
representatives to attend meetings of franchising authorities where action on a
requested approval to transfer is to be considered.

         b. Promptly after the execution of this Agreement, but no later than
thirty (30) days after the date hereof (or, if the approvals required at Section
7.2(g) are not obtained by such date, within five (5) days after such approvals
are obtained, Sellers and Buyer shall make application to the FCC for the
consent and approval of the FCC to the transfer of the ownership or control of
all FCC Licenses of the Systems from Sellers to Buyer.


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